(Will and Grace are sitting in the packed coach section. Will is dressed in a shirt and jacket. Grace is wearing a sweat shirt and sweat pants. Her hair is a mess.)
GRACE: This is so decadent. Flying to London on a red-eye for the weekend.
WILL: Well, I am not gonna go to my grave without seeing Billy Elliot: The Musical. What is it about a boy in a tutu that always brings a town together?
[A MALE FLIGHT ATTENDANT WALKS BY. HIS NAME TAG SAYS "BRET". WILL STOPS HIM AS HIS PASSES.]
WILL: Oh, excuse me. Can I get a second pillow?
BRET: We're only supposed to give out one.
WILL: Aww.
[WILL POUTS, POKING HIS LIP OUT AND RESTING HIS CHIN ON HIS FIST.]
WILL: Boo.
BRET: That couldn't have been cuter. I think I have an extra.
[BRET OPENS AN OVERHEAD BIN AND PULLS OUT A LITTLE PILLOW.]
GRACE: [TO BRET] Uh, can I get an extra one, too?
BRET: We're out. Perhaps you could fold your hair up behind your head.
[BRET WALKS OFF.]
GRACE: [MOCKING WILL] Uh, boo. Gimme that!
[GRACE GRABS THE PILLOW FROM WILL AND PUTS IT BEHIND HER HEAD.]
WILL: Well, what do you expect? It's an international flight and you're dressed for the International House of Pancakes.
GRACE: What? I wanna be comfortable. All I'm gonna be doing is eating and sleeping and farting into my airplane blanket.
WILL: Well, at least today you have an airplane blanket.
[A DING SOUND, INDICATING THE SEAT BELT LIGHT IS OFF.]
GRACE: Okay. I'm gonna go do a celebrity hunt.
[GRACE UNBUCKLES HER SEAT BELT AND STANDS UP.]
WILL: What?
GRACE: If there's a major celebrity onboard, the plane won't go down. If there's a minor celebrity, we'll definitely go down. Everybody knows that.
WILL: That is ridiculous. The only way to prevent a plane from going down is to pack your lucky Woodstock.
[WILL PULLS A PEANUTS WOODSTOCK STUFFED ANIMAL FROM HIS POCKET AND KISSES IT ON THE NOSE.]
[GRACE WALKS UP TO FIRST CLASS OPENS THE CURTAIN. A MALE FLIGHT ATTENDANT, BRENT, STOPS HER.]
BRENT: Oh, uh, this is first class. You can't come in here.
GRACE: Oh, no, I'm just trying to see--
BRENT: No, I know what you're doing, and we're fine. Paula Abdul is in 2A.
GRACE: Ooh. Really? Couldn't that go either way?
LEO: Excuse me? Do you have Princess Diaries Part 1? I don't think I'll enjoy Part 2 unless I know how she became a princess.
GRACE: Oh, my god.

[BACK IN COACH, FLIGHT ATTENDANT BRET RETURNS TO WILL.]
BRET: I totally shouldn't be doing this, because A: I have a boyfriend and B: it's from first class, but... Here's a warm cookie.
[BRET GIVES WILL THE COOKIE.]
WILL: Thank you! Can I also get a glass of champagne?
[BRET NODS AND WALKS OFF.]
[GRACE RUNS BACK TO WILL.]
GRACE: You will not believe this. Leo's in first class.
WILL: Leo DiCaprio is in first class?
GRACE: No. Leo, Leo. My Leo.
WILL: Oh, my God. Leo?
GRACE: Leo. I don't know what to do. I'm-- I'm completely freaked out.
WILL: Whew...
GRACE: I guess-- I guess I should say hello.
WILL: Well, I--
GRACE: I can't! Look at me!
WILL: You see! This is why you should always dress when flying.
GRACE: [SIGHS] Oh! You know what? Okay, I'm gonna check my carry-on. Maybe I have something.
[GRACE TRIES TO OPEN THE BIN, BUT IT'S STUCK. SHE BEGINS POUNDING ON IT WITH BOTH OF HER FISTS.]
WILL: Grace, Grace, Grace! Shh! It doesn't matter what you're wearing. He cares about you, not how you look.
GRACE: Are you kidding me?
WILL: I know. Even as I said it, I didn't believe it.

SCENE II: Karen Walker's Penthouse, The Library

(Karen and Jack are sitting at a table in the library. Karen is pouring Jack a cup of tea.)
KAREN: Oh... I love tea. It's so proper.
JACK: Mm-hmm.
KAREN: Now, do you take lemon or peyote in yours?
JACK: Lemon, please. I always forget what you mean when you invite me over for high tea. Karen. [SIGHS] I'm thinking you need to hire Rosie back. You always said she was your soul mate.
KAREN: No, I said said she was my soul maid. And I am not hiring her back. I am very happy with her replacement, Leni.
[LENI ENTERS THE LIBRARY WITH A FEATHER DUSTER. SHE IS AN ELDERLY BRITISH WOMAN. SHE NOTICES KAREN'S CUP IS NOT FULL.]
LENI: Oh.
[LENI REFILLS KAREN'S CUP.]
LENI: Oh, mum, I hope you don't mind, but I took the liberty of lowering all the shelves in your medicine closet. For those days when you're jack-knifed behind the toilet. [NOTICING JACK] Oh! You must be that famous Mr. McFarland. Oh, you're even more handsome than I imagined.
JACK: [FLATTERED] Oh!
LENI: You're like a young Princess Margaret. It's a pleasure meeting you.
JACK: It's a pleasure to meet you, too, Leni.
[LENI WALKS AWAY TO DUST THE BOOK SHELVES.]
KAREN: See, Jackie. Isn't she nice?
JACK: Yes, but Karen, Rosie's a mess without you.
[KAREN SIGHS.]
JACK: Yesterday, she actually considered going back to the American Ballet Theatre. She even started her binge-purge cycle just to get back into shape.
KAREN: Rosario betrayed me. Now. If you'll excuse me, I think I may have had one too many cups of tea. I'm just going to step into the other room and scrape these scorpions off of my body.
[KAREN EXITS THE LIBRARY. JACK STANDS UP TO FOLLOW HER, BUT LENI WALKS OVER TO JACK.]
LENI: Um... Seems like you're really fond of this Rosario.
JACK: I'm sorry, Leni, it's-- It's got nothing to do with you. It's just that... Karen and Rosie go together. You know, like Abbott and Consuelo. You understand.
LENI: Oh, yes I do. I mean, friendship is the most important thing in the world. Mmm. Now, there's something I'd like you to understand.
JACK: What's that dear?
[LENI GRABS THE FRONT OF JACK'S SHIRT AND PULLS HIM DOWN AND SHE TAKES THE END OF HER DUSTER AND SHOVES IT UP HIS NOSE.]
LENI: I am not losing this job, you little pole smoker! If you say that woman's name in this house again, I will peel you like a "banana" [SOUNDS LIKE "BANAHNER"]!
JACK: A what?
LIKE: A ba-nah-ner.
JACK: A what?
LENI: I'll cut your junk off!
[LENI STOMPS OUT OF THE ROOM.]
JACK: Oh, banana.

SCENE III: The Airplane

(Will is waiting for Grace outside of a bathroom. Will knocks on the door.)
WILL: Come on, Grace. There's only so much you can accomplish in an airplane bathroom.
[GRACE EXITS THE BATHROOM AND POSES. HER HAIR AND MAKE UP IS DONE. SHE IS WEARING A DRESS. WILL IS SPEECHLESS.]
WILL: Uh--
GRACE: Can you believe this was still in the bottom of my bag from Provincetown?
WILL: You look amazing. Now, I feel under-dressed. I guess that's what they mean by cabin pressure. [WILL LAUGHS]
GRACE: Don't laugh at your own jokes. It makes you look like a dad. Okay. I can do this. I'm gonna walk by him, confident and sexy. And I'm gonna let him discover me. I'm very cute when I'm caught off guard. Here.
[GRACE WALKS PAST WILL.]
WILL: Grace?
[GRACE GASPS LOUDLY AND GIGGLES AND THROWS HER HAIR BACK AND SMILES.]
WILL: Wow. There is really nothing authentic about you, is there? Go on. You're gonna be great.
[WILL GIVES GRACE A LITTLE PUSH AND SHE OPENS THE CURTAIN AND STEPS INTO FIRST CLASS.]
BRENT: I'm sorry, no coach people allowed.
GRACE: Yeah, my ex-husband is up there and I just want to say a quick hello.
BRENT: [CONDESCENDING] Mm. That's a great story. Now, why don't you hurry back to your seat or you'll miss your cheese sandwich.
[WILL PEEKS HIS HEAD IN.]
WILL: What's going on?
GRACE: He won't let me in.
WILL: [POUTING] Aww. Boo.
BRENT: That is adorable.
BRENT: And did you get those dangerous brown eyes through security?
WILL: Oh, well, I have a license to carry these. But, my abs of steel set off some alarms. Heh-heh...
[BRENT AND WILL GIGGLE.]
GRACE: So, can I--
BRENT: [DISMISSIVE] Just, go. Bleh.
[AS BRENT AND WILL FLIRT, GRACE WALKS UP THE AISLE PAST LEO. HE DOESN'T NOTICE BECAUSE HE'S WATCHING A MOVIE ON A PERSONAL DVD PLAYER.]
LEO: [TO THE WOMAN SITTING NEXT TO HIM] I stood behind Julie Andrews at a bookstore once. Just between you and me, she looked a lot more Victor than Victoria.
[THE WOMAN SIGHS ROLLS HER EYES.]
[GRACE WALKS PAST LEO AGAIN, BUT HE BENDS DOWN AND PICKS UP A PILLOW SO HE DOESN'T SEE HER.]
[GRACE CLEARS HER THROAT AND WALKS RIGHT NEXT TO LEO. THE MAN BEHIND HER GETS UP AND ACCIDENTALLY BUMPS HER.]
GRACE: Oh!
[GRACE FALLS OVER INTO LEO'S LAP.]
LEO: Grace?

[A SECOND LATER. LEO AND GRACE ARE STANDING IN THE AISLE TALKING.]
GRACE: Wow. I can't get over this. How are you?
LEO: I'm good. I'm going to Thailand... Connecting in London.
GRACE: Oh, that's so funny. I'm going to London! Well, of course. Hello. We're on the same plane and this plane is going to London. Ha ha! Big relief. Would not want to wake up in Afghanistan. That war there is terrible. We should not be there. Not that I don't support the troops, I just want them to come home safely. Of course, I won't be there if they come home this weekend, because I'll be in London, but I guess if they come home next weekend--
LEO: You know--
GRACE: I could be there--
LEO: Grace--
GRACE: I just wouldn't know where they get off the plane.
LEO: It's okay. I'm nervous, too.
GRACE: You are?
[IN THE BACK, WILL PEEPS HIS HEAD THROUGH THE CURTAIN TO TALK TO BRENT.]
WILL: Oh. Hi. Me again. Any chance I could move up here with you?
BRENT: Are you flirting with me to get a better seat? Because I should tell you, I have a boyfriend.
WILL: Well, I should tell you that by the time this plane lands, you might have two.
[WILL AND BRENT LAUGH.]
BRENT: If they let us wear pearls, I'd be clutching them. Come on up.
WILL: Oh, great. I'll get my stuff.
BRENT: Okay.
[WILL GOES BACK THROUGH THE CURTAIN AND IS STOPPED BY BRET.]
BRET: What are you doing? I give you a pillow and a cookie and you flirt with my boyfriend?
WILL: He's your boyfriend? That's a twist I did not need.
[BRENT OPENS THE CURTAIN.]
BRENT: I got a seat ready for you, handsome. [NOTICING BRET] Oh. Heh-heh.
BRET: I see you're up to your old tricks again. Big surprise. You've always had a thing for Middle Eastern men.

SCENE IV: Karen Walker's Penthouse, Karen's Bedroom

(Karen is sitting at her vanity brushing her hair.)
KAREN: 98... 99... 100. Okay.
[KAREN SMILES AND PULLS OFF A WIG AND TOSSES IT ON THE TABLE.]
[JACK RUNS IN AND SLIDES ON THE FLOOR. HE GETS UP AND RUNS OVER TO KAREN.]
JACK: Karen! Before you brush your under-wig, we need to talk. Leni's a monster.
KAREN: Honey, she's just British. They don't get a lot of sun. Yesterday, she walked in front of a lamp and I could see her brain.
JACK: Not that! She threatened me!
KAREN: Wh--? Jackie, I can not believe you. You will say anything to get me to hire Rosie back.
JACK: No, no, no, no. This isn't about hiring Rosie back. Your new maid threatened me. She said she'd peel me like a banana.
KAREN: A what?
JACK: A banana!
KAREN: A what?
JACK: She said she'd cut my junk off!
KAREN: Oh, a-- [IN BRITISH ACCENT] banahner! All right. I am gonna get to the bottom of this right now.
[KAREN RINGS A BELL. A MAID ENTERS.]
KAREN: What the hell are you doing here? Your call is--
[KAREN HONKS A HORN. THE MAID EXITS AND LENI ENTERS.
LENI: Yes, mum?
KAREN: Oh. [SIGHS] Leni... Jack told me that you... threatened to assault him. Is that true?
LENI: Oh, goodness no. I would never lift a finger to anyone. Well, I couldn't even if I wanted to. During the Blitz, my arms were pinned under a dead horse for a week.
JACK: [SHOUTING] Liar!
KAREN: Jackie, please! The poor woman got her finger stuck in a horse while she was blitzed. Well. You have really sunk to a new low. Lying about this poor, dear, translucent woman. Just to get me to hire Rosie back? I-- I can't even look at you.
JACK: But, Karen! I--
KAREN: No! No, I mean it. I'm gonna take a bath, and when I come out, I don't want to see your face.
[KAREN WALKS INTO HER BATHROOM.]
JACK: Fine! I'll take my face and go!
[JACK FOLLOWS HER INTO THE BATHROOM. HE COMES OUT CARRYING A LARGE PAINTING OF HIMSELF AND EXITS THE BEDROOM IN A HUFF.]

SCENE V: The Airplane, First Class

(The plane is dark. Leo is sitting in his seat. Grace is in the seat in front of him, leaning over the back, facing him.)
LEO: And this was the Congo... so the spider that was crawling up my bed was as big as a dinner plate. A hairy dinner plate.
GRACE: Yeah, I got a couple of plates like that under my bed, too. What did you do?
LEO: Well, I screamed. Then he screamed. I threw a book, he threw a chair, things were implied, insults were hurled... Finally, I just slid a piece of paper under him and took him outside. Though, he will probably tell you it happened the other way around.
GRACE: Wow. You've really grown. You used to make me vacuum them up.
LEO: Yeah, it's not that I was so afraid of the spider; I was just the only thing I could do to get you to vacuum.
[GRACE LAUGHS. HER CHAIR FALLS BACKWARD, BRINGING HER CLOSER TO LEO.]
GRACE: Oh! Hi.
LEO: Hey, um, can I ask you something?
GRACE: Mm?
LEO: Are you, um... Are you still mad at me?
GRACE: No. No, I'm not. I'm really not.
LEO: I'm glad.

[BACK IN COACH...]
WILL: This is my fault. I-- I'm gonna make it my goal for rest of this flight to get you guys back together. Because, you know, A: there's obviously love here. And-- and B: you might be working my return flight. So, come on. Come on. Sit down and just work it out.
[WILL PULLS BRENT AND BRET AND SITS THEM DOWN IN HIS AND GRACE'S SEATS.]
WILL: Okay?
WOMAN: Can I have a blanket?
[BRENT AND BRET START TO GET UP.]
WILL: Uh uh uh-- You sit, you talk. I'll get it.
[WILL OPENS AN OVERHEAD BIN AND PULLS OUT A BLANKET AND GIVES IT TO THE PASSENGER.]
MAN: Can I get a coffee?
WILL: Oh-- Oh, no. No, I'm not actually a flight-- Okay, who else wants coffee 'cause I'm not gonna make two trips.

[BACK IN FIRST CLASS...]
LEO: Wow, I gotta say... Red-eye flight to London, I wouldn't have expected you to be all gussied up, you know? I would have figured you for sweats.
GRACE: I guess I've changed. So have you. You just became the first Jew to say the word "gussied."
[LEO AND GRACE CHUCKLE.]
GRACE: I was-- I was... scared that it was going to be weird, seeing you, you know... It's not.
LEO: I know. I'm just relieved that after all this time, we can just be normal.
GRACE: I know.
[LEO KISSES GRACE.]

SCENE VI: Karen Walker's Penthouse, The Library

(Jack and Rosario quietly sneak into the library.)
JACK: Okay. The coast is clear. Now. You go find Karen and do whatever you need to do to get your job back, and I'll distract Leni.
ROSARIO: Oh, it's a great plan. Like Ocean's Eleven. If only I looked like Julia Roberts.
JACK: Ya don't.
[ROSARIO TURNS AND LEAVES TO FIND KAREN.]
[JACK CLEARS HIS THROAT AND RINGS A BELL. LENI ENTERS.]
LENI: Yes, mum? Oh, look. It's the little 'armonica blower. Ready for his ass-kicking, and right on sched-- time.
JACK: You're gonna have to catch me first, Scary Poppins!
[JACK RUNS OUT AND LENI CHASES HIM.]

SCENE VII: The Airplane, Coach

(Grace exits first class and walks to the beverage cart to get a drink. Will is bent over behind the cart.)
GRACE: Excuse me... Can I--
WILL: Ma'am, please take your seat until beverage service is complete. Oh, it's you.
GRACE: What are you doing? You know what? I don't care. Give me a white wine.
WILL: $ 5.00.
GRACE: Ginger ale.
WILL: You have no idea what I have been through since I smuggled you into first class. I got into a relationship, I broke up a relationship, somehow I became a flight attendant, everybody wants headsets, and of course, they only have twenties. So, you better tell me that you at least had a decent conversation with Leo.
GRACE: I slept with him.
WILL: My God, you are a gay man. Who does this mean?
GRACE: It means... It was nice.
WILL: Nice?
GRACE: Yeah, it was nice to have one moment with Leo that wasn't weird or complicated, or uncomfortable.
[A FLIGHT ATTENDANT CALL BUTTON DINGS.]
WILL: Ugh, there's that damn kosher meal again. It's not on any of my lists.
[WILL WAVES AND HOLDS UP HIS FINGER, MOUTHING "ONE MINUTE".]
WILL: So, are you okay?
GRACE: Yeah. Yeah, I think I am. I mean, I wish I could have those last few hours all the time. But Leo's always gonna be the guy who's flying off somewhere. And that's okay... As long as I'm not the one at home waitin'.
WILL: Sweetie--?
[WILL TAKES GRACE'S HAND.]
GRACE: No, it's good. It's good. Most people never get any closure. I got hot closure.
WILL: Well, I'm happy for you.
[WILL KISSES GRACE'S HAND.]
WILL: You washed your hands, right?

SCENE VIII: Karen Walker's Penthouse, Karen's Bedroom

(Rosario enters to find Karen sitting at her vanity.)
ROSARIO: Hello, Miss Karen.
KAREN: Rosario! What are you doing here? I fired you months ago! And besides, I didn't do this--
[KAREN PICKS UP A SLIDE WHISTLE AND BLOWS INTO IT.]
ROSARIO: God, I miss that sound. I came to apologize and to ask for my job back.
KAREN: Well. I'm sorry. I have a new maid now, and she is an elegant, distinguished woman.
[JACK RUNS PAST THE BALCONY DOOR, WITH LENI IN CLOSE PURSUIT CARRYING A SHOVEL.]
ROSARIO: Fire that psycho!
KAREN: She is not a psycho.
ROSARIO: You listen to me, lady--
KAREN: You know what? I don't have to listen to you, you Mexican nesting doll.
ROSARIO: [OVERLAPPING] How dare you talk to me like that! I don't take this from garbage from you!
KAREN: [OVERLAPPING] You waste of space! You leave more hair in the tub than you clean out it! I could shove a dust rag up a baboon's ass...
ROSARIO: [OVERLAPPING] You are a nasty, disgusting pig!
KAREN: [OVERLAPPING] ...and he'd do a better job than you, you big armadillo!
KAREN: God, I missed you so much!
ROSARIO: I missed you too, mommy!
[KAREN AND ROSARIO HUG.]
KAREN: Aqua Velva and garlic. Smells like home.
ROSARIO: I shaved.
KAREN: Oh.

SCENE IX: Heathrow Airport, London

(Will and Grace exit the plane and enter the concourse.)
WILL: Okay. Nine hours until Billy Elliot. That gives us eight hours to sleep, and one hour to find a Burger King.
GRACE: [POINTING] There it is.
WILL: Perfect.
[LEO WALKS UP TO WILL AND GRACE.]
LEO: Grace.
GRACE: Hi.
LEO: [IN BRITISH ACCENT] Hullo, Will. Enjoying your holiday?
GRACE: [GIGGLES] That's cute.
WILL: [IN BRITISH ACCENT] Hullo, Leo.
GRACE: [TO WILL] What are you doing? You sound ridiculous.
WILL: Okay...
[WILL WALKS AWAY TO GIVE THEM SOME PRIVACY.]
GRACE: [TO LEO] I thought you had a plane to catch.
LEO: Decided not to. I thought we could see London together.
GRACE: Really?
LEO: Yeah, we always said we were gonna do that. What do you think?
GRACE: Um... Yeah... Yeah, I'd like that.
LEO: Great, I'll-- I'll change my ticket and I'll leave tomorrow.
[LEO WALKS TO THE TICKET COUNTER.]
GRACE: Oh. Right. Tomorrow.
[GRACE STOPS LEO.]
GRACE: Wait. You know what? Don't. Don't change your flight.
LEO: Why?
GRACE: Will and I have a lot planned, and, um... I just think it's better this way.
LEO: So... I don't really know where this leaves us.
GRACE: I guess... I guess it leaves us where we were before the flight. I'm moving on with my life...
LEO: And I probably should, too...
GRACE: But thank you... for a wonderful flight.
LEO: So, I, uh, I guess this is it. Goodbye, Grace.
[LEO KISSES GRACE ON THE CHEEK AND WALKS AWAY.]
[WILL WALKS BACK TO GRACE.]
WILL: At least you got to say goodbye.
GRACE: You know what? I don't think I'll ever be able to say goodbye.

SCENE X: Karen Walker's Penthouse, Karen's Bedroom

(Rosario and Karen are hugging when Jack stumbles into the bedroom, out of breath.)
JACK: Oh...
KAREN: Oh, Jackie. Great news, Jackie. I've got my little Rosie back. Now the only problem is Leni. Honey, would you be a dear and fire her for me?
JACK: Okay. But I'm gonna need a heavy, blunt object.
KAREN: Fine. Rosie, go with him.